This proposal aims to study how the mitotic membrane network that surrounds the spindle microtubules regulates spindle morphogenesis and spindle orientation. The assembly and maintenance of mitotic spindle morphology requires balancing of forces generated by microtubule-based motor proteins such as dynein and the kinesin Eg5, and proper regulation of microtubule dynamics. Our studies of the lamin-B-containing mitotic membrane network, which we refer to as the lamin-B spindle sheath, have shown that this spindle-associated structure regulates spindle morphology and spindle orientation. Since lamin-B interacts with the dynein regulator NudEL and the microtubule depolymerase MCAK, we hypothesize that the lamin-B spindle sheath that surrounds the body of the spindle microtubules functions as a barrier to limit microtubule growth within the spindle boundary through MCAK and/or NudEL. Moreover, we propose that the lamin-B spindle sheath surrounding the spindle poles regulates the astral microtubules to ensure proper search and capture of the cortical spindle orientation cues. We will test these ideas in Aim 1 and Aim 2 using a number of assays and tools we have generated. We have shown previously that RanGTP, microtubules, and dynein are all required for the lamin-B spindle sheath assembly. More recently, we have found that lamin-B binds to several nucleoporins in mitosis. In Aim 3, we will test the hypothesis that the interactions between lamin-B and nucleoporins are required for the assembly of the spindle sheath. These studies will make a significant contribution toward understanding how non-microtubule cellular structures regulate spindle assembly and orientation in mitosis.